BlackRock (NYSE: BLK) discloses 12.25M shares, 10.4% of XPO

Rhea-AI Filing Summary

BlackRock, Inc. filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 12,249,467 shares of XPO, Inc. The filing states this represents 10.4% of XPO common stock and records 11,624,840 shares as sole voting power.

The filing is signed by Spencer Fleming as Managing Director on 06/04/2026 and notes that multiple BlackRock business units are aggregated for this report. A related exhibit identifies the subsidiary details under Item 7.

Insights

Institutional Ownership Analyst

BlackRock reports a 10.4% beneficial stake in XPO, emphasizing aggregated reporting across business units.

BlackRock discloses 12,249,467 shares beneficially owned, with 11,624,840 shares reflecting sole voting power as of the cover information. The filing consolidates holdings of reporting business units under SEC Release No. 34-39538.

This filing is a static ownership disclosure rather than an actionable transaction; subsequent filings or exhibits could specify which BlackRock subsidiary holds the shares and any disposition authority.

Key Figures

Beneficial ownership: 12,249,467 shares Percent of class: 10.4% Sole voting power: 11,624,840 shares +2 more

5 metrics

Beneficial ownership 12,249,467 shares reported on Schedule 13G/A

Percent of class 10.4% percent of XPO common stock

Sole voting power 11,624,840 shares shares as to which filer has sole power to vote

Sole dispositive power 12,249,467 shares shares as to which filer has sole power to dispose

Filing signature date 06/04/2026 signature date on amendment

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power, Reporting Business Units

4 terms

Schedule 13G/A regulatory

"Amendment No. 2 to Schedule 13G/A reporting beneficial ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power financial

"Sole power to dispose or to direct the disposition of: 12249467"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Reporting Business Units regulatory

"aggregated for purposes of this report under SEC Release No. 34-39538"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

XPO, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

983793100

(CUSIP Number)

05/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

BlackRock, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,624,840.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,249,467.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,249,467.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XPO, Inc.
(b)	Address of issuer's principal executive offices: FIVE AMERICAN LANE GREENWICH CT 06831
Item 2.
(a)	Name of person filing: BlackRock, Inc. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)	Address or principal business office or, if none, residence: BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)	Citizenship: See Item 4 of Cover Page
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 983793100
Item 4.	Ownership
(a)	Amount beneficially owned: 12249467
(b)	Percent of class: 10.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 11624840
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 12249467
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of XPO, Inc.. No one person's interest in the common stock of XPO, Inc. is more than five percent of the total outstanding common shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BlackRock, Inc.

Signature:	Spencer Fleming
Name/Title:	Managing Director
Date:	06/04/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7

FAQ

What stake in XPO does BlackRock report?

BlackRock reports beneficial ownership of 12,249,467 shares, representing 10.4% of XPO common stock. The Schedule 13G/A aggregates holdings of certain BlackRock business units under SEC guidance.

How many of the reported XPO shares carry voting power for BlackRock?

11,624,840 shares are reported as held with sole voting power. The filing distinguishes sole voting power and sole dispositive power within the reported totals.

Who signed the Schedule 13G/A amendment for BlackRock?

Spencer Fleming, Managing Director, signed the amendment on 06/04/2026. The filing includes exhibits for power of attorney and Item 7 subsidiary identification.

Does this filing identify which BlackRock subsidiary holds the XPO shares?

The amendment notes aggregated Reporting Business Units and references an Exhibit for Item 7. The exhibit is stated as attached to identify the relevant subsidiary; the cover aggregates multiple business units.

Does the Schedule 13G/A indicate intentions to buy or sell XPO shares?

No transaction intent is stated; the filing is a passive ownership disclosure under Schedule 13G/A. It reports current beneficial ownership and voting/dispositive power without indicating future trades.